Obligation Wells Fargo & Company 0.795% ( US95001D2H24 ) en USD

Wells Fargo & Company

100 % ▲

Etas-Unis

US95001D2H24 ( en USD )

0.795% par an ( paiement semestriel )

25/10/2021 - Obligation échue

Prospectus brochure de l'obligation Wells Fargo US95001D2H24 en USD 0.795%, échue

1 000 USD

1 800 000 USD

95001D2H2

N/A

Wells Fargo est une société financière américaine offrant des services bancaires, d'investissement et de gestion de patrimoine à des particuliers et des entreprises.

L'Obligation émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US95001D2H24, paye un coupon de 0.795% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/10/2021

DEFINITIVE PRICING SUPPLEMENT No. 8
424B2 1 d567418d424b2.htm DEFINITIVE PRICING SUPPLEMENT NO. 8
Filed Pursuant to Rule 424(b)(2)
File No. 333-221324

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
Medium-Term Notes, Series T, Notes Linked to 3 Month LIBOR due October 25, 2021

$1,800,000

$224.10

(1)
The total filing fee of $224.10 is calculated in accordance with Rule 457(r) of the Securities Act of 1933 (the "Securities Act") and will be
paid by wire transfer within the time required by Rule 456(b) of the Securities Act.

PRICING SUPPLEMENT No. 8 dated April 20 , 20 18
(To Prospectus Supplem ent dated J anuary 24, 20 18
and Prospectus dated Novem ber 3, 20 17)

W e lls Fa rgo & Co m p a n y
Me d iu m Te rm N o te s , Se rie s T
$ 1,8 0 0 ,0 0 0
Ca p p e d Flo a tin g Ra te N o te s

N o te s Lin ke d to 3 Mo n th LIBOR d u e Octo be r 2 5 , 2 0 2 1

The notes have a term of three and a half years. The notes pay interest quarterly at a floating rate that will be reset each quarter and will be equal to 3
m onth LIBOR plus 0 .55%, subject to the m axim um interest rate, as set forth below. All paym ents on the notes are subject to the credit risk of Wells Fargo &
Com pany. If Wells Fargo & Com pany defaults on its obligations, you could lose som e or all of your investm ent. The notes will not be listed on any exchange
and are designed to be held to m aturity.

Issuer:
Wells Fargo & Com pany ("Wells Fargo ")
Original Offering Price:
$ 1,0 0 0 per note. References in this pricing supplem ent to a "note" are to a note with a principal am ount of $ 1,0 0 0 .
Pricing Date:
April 20 , 20 18 .
Issue Date:
April 25, 20 18 . (T+3)
Stated Maturity Date:
October 25, 20 21. The notes are not subject to redem ption by Wells Fargo or repaym ent at the option of any holder of the notes
prior to the stated m aturity date.
Paym ent at Maturity:
A holder will be entitled to receive on the stated m aturity date a cash paym ent in U.S. dollars equal to $ 1,0 0 0 per note, plus any
accrued and unpaid interest.
Interest Paym ent Dates:
Each J anuary 25, April 25, J uly 25 and October 25, com m encing J uly 25, 20 18 , and at m aturity. Except as described below for
the first interest period, on each interest paym ent date, interest will be paid for the period com m encing on and including the
im m ediately preceding interest paym ent date and ending on and including the day im m ediately preceding that interest paym ent
date. This period is referred to as an "interest period ." The first interest period will com m ence on and include the issue date and
end on and include J uly 24, 20 18 . Interest payable with respect to an interest period will be com puted on the basis of a 360 - day
year and the actual num ber of days in such interest period. If a scheduled interest paym ent date is not a business day, interest
will be paid on the next business day, and interest on that paym ent will not accrue during the period from and after the
scheduled interest paym ent date.
Interest Rate:
The interest rate that will apply during each interest period will be equal to 3 m onth LIBOR on the interest determ ination date
for such interest period plus 0 .55%, subject to the m axim um interest rate. See "Description of Notes--Floating Rate Notes--Base
Rates--LIBOR Notes" in the accom panying prospectus supplem ent for further inform ation about the m anner in which 3 m onth
LIBOR will be determ ined on each interest determ ination date. The "index m aturity" for purposes of the LIBOR provision in the
accom panying prospectus supplem ent is 3 m onths.
Interest Determ ination
The "interest determ ination date" will be the date that is two London banking days prior to the first day of such interest period.
Date:

Maxim um Interest Rate: 4.0 0 % per annum
Calculation Agent:
Wells Fargo Securities, LLC
Listing:
The notes will not be listed on any securities exchange or autom ated quotation system .
Denom inations:
$ 1,0 0 0 and any integral m ultiples of $ 1,0 0 0
CUSIP Num ber:
950 0 1D2H2
In ve s tin g in th e n o te s in vo lve s ris ks n o t a s s o cia te d w ith a n in ve s tm e n t in co n ve n tio n a l d e bt s e cu ritie s . Se e "Ris k
Fa cto rs " o n p a ge PRS -3 .
Th e n o te s a re u n s e cu re d o bliga tio n s o f W e lls Fa rgo & Co m p a n y, a n d a ll p a ym e n ts o n th e n o te s a re s u bje ct to th e cre d it ris k o f W e lls
Fa rgo & Co m p a n y. If W e lls Fa rgo & Co m p a n y d e fa u lts o n its o bliga tio n s , yo u co u ld lo s e s o m e o r a ll o f yo u r in ve s tm e n t. Th e n o te s a re
n o t d e p o s its o r o th e r o bliga tio n s o f a d e p o s ito ry in s titu tio n a n d a re n o t in s u re d by th e Fe d e ra l D e p o s it In s u ra n ce Co rp o ra tio n , th e
D e p o s it In s u ra n ce Fu n d o r a n y o th e r go ve rn m e n ta l a ge n cy o f th e U n ite d Sta te s o r a n y o th e r ju ris d ictio n .
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DEFINITIVE PRICING SUPPLEMENT No. 8
N e ith e r th e Se cu ritie s a n d Exch a n ge Co m m is s io n n o r a n y s ta te s e cu ritie s co m m is s io n h a s a p p ro ve d o r d is a p p ro ve d o f th e s e n o te s o r
d e te rm in e d if th is p ricin g s u p p le m e n t o r th e a cco m p a n yin g p ro s p e ctu s s u p p le m e n t a n d p ro s p e ctu s is tru th fu l o r co m p le te . An y
re p re s e n ta tio n to th e co n tra ry is a crim in a l o ffe n s e .

Origin a l Offe rin g Price

Age n t D is co u n t(1)

Pro ce e d s to W e lls Fa rgo
Pe r N o te
$ 1,0 0 0 .0 0

$ 4.0 0

$ 996.0 0
To ta l
$ 1,8 0 0 ,0 0 0 .0 0

$ 7,20 0 .0 0

$ 1,792,8 0 0 .0 0

(1)
See "Plan of Distribution (Conflicts of Interest)" in the prospectus supplem ent for further inform ation including inform ation regarding how we m ay hedge our obligations under the notes
and offering expenses. Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Com pany, is the agent for the distribution of the notes and is acting as principal.
W e lls Fa r go Se cu r it ie s
IN VESTMEN T D ESCRIPTION
The Notes Linked to 3 Month LIBOR due October 25, 20 21 are senior unsecured debt securities of Wells Fargo & Com pany and are
part of a series entitled "Medium -Term Notes, Series T."
All paym ents on the notes are subject to the credit risk of Wells Fargo.
You should read this pricing supplem ent together with the prospectus supplem ent dated J anuary 24, 20 18 and the prospectus dated
Novem ber 3, 20 17 for additional inform ation about the notes. Inform ation included in this pricing supplem ent supersedes inform ation
in the prospectus supplem ent and prospectus to the extent it is different from that inform ation. Certain defined term s used but not
defined herein have the m eanings set forth in the prospectus supplem ent.
You m ay access the prospectus supplem ent and prospectus on the SEC website www.sec.gov as follows (or if such address has changed,
by reviewing our filings for the relevant date on the SEC website):

· Prospectus Supplem ent dated J anuary 24, 20 18 :
https:/ / www.sec.gov/ Archives/ edgar/ data/ 72971/ 0 0 0 119312518 0 18 274/ d428 28 1d424b2.htm

· Prospectus dated Novem ber 3, 20 17:
https:/ / www.sec.gov/ Archives/ edgar/ data/ 72971/ 0 0 0 119312518 0 18 238 / d528 18 8 d424b2.htm
IN VESTOR CON SID ERATION S
We have designed the notes for investors who:

seek an investment with a per annum interest rate that will be reset quarterly and will be equal to 3 month LIBOR plus 0 .55%,
subject to the m axim um interest rate, for any quarterly interest period;

understand that the interest rate on the notes for any quarterly interest period will never be higher than the maximum interest rate
regardless of how high 3 m onth LIBOR rises;

understand that if 3 month LIBOR plus 0 .55% is less than the maximum interest rate for any quarterly interest period in a given
year, the cum ulative interest rate for that year will be less than the m axim um interest rate; and

are willing to hold the notes until maturity.
The notes are not designed for, and m ay not be a suitable investm ent for, investors who:

seek a liquid investment or are unable or unwilling to hold the notes to maturity;

expect interest rates to increase beyond the rates provided by the notes;

are unwilling to accept the credit risk of Wells Fargo; or

prefer the certainty of investments with fixed coupons and with comparable maturities issued by companies with comparable credit
ratings.

PRS-2
RISK FACTORS
Your investm ent in the notes will involve risks. You should carefully consider the risk factors set forth below as well as the other
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DEFINITIVE PRICING SUPPLEMENT No. 8
inform ation contained in the prospectus supplem ent and prospectus, including the docum ents they incorporate by reference. You
should reach an investm ent decision only after you have carefully considered with your advisors the suitability of an investm ent in the
notes in light of your particular circum stances.
Th e Am o u n t Of In te re s t Yo u Re ce ive Ma y Be Le s s Th a n Th e Re tu rn Yo u Co u ld Ea rn On Oth e r In ve s tm e n ts .
Interest rates m ay change significantly over the term of the notes, and it is im possible to predict what interest rates will be at any point
in the future. Although the interest rate on the notes will be based on the level of 3 m onth LIBOR, the interest rate that will apply at
any tim e on the notes m ay be m ore or less than other prevailing m arket interest rates at such tim e and in any event the interest rate
for an interest period will never exceed the m axim um interest rate regardless of the level of 3 m onth LIBOR on any interest
determ ination date. In addition, if 3 m onth LIBOR plus 0 .55% is less than the m axim um interest rate for any quarterly interest period
in any given year, the cum ulative interest rate for that year will be less than the m axim um interest rate. As a result, the am ount of
interest you receive on the notes m ay be less than the return you could earn on other investm ents.
U n ce rta in ty Abo u t Th e Fu tu re Of LIBOR Ma y Ad ve rs e ly Affe ct Th e Re tu rn On Yo u r N o te s An d Th e Price At W h ich
Yo u Ca n Se ll Yo u r N o te s .
On J uly 27, 20 17, the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced that it
intends to stop persuading or com pelling banks to subm it rates for the calculation of LIBOR to the adm inistrator of LIBOR after
20 21. The announcem ent indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after
20 21. It is im possible to predict whether and to what extent banks will continue to provide LIBOR subm issions to the adm inistrator of
LIBOR or whether any additional reform s to LIBOR m ay be enacted in the United Kingdom or elsewhere. At this tim e, no consensus
exists as to what rate or rates m ay becom e accepted alternatives to LIBOR and it is im possible to predict the effect of any such
alternatives on the value of LIBOR -based securities such as the notes. Uncertainty as to the nature of alternative reference rates and as
to potential changes or other reform s to LIBOR m ay adversely affect LIBOR rates during the term of the notes and your return on the
notes and the trading m arket for LIBOR -based securities.
Th e N o te s Are Su bje ct To Th e Cre d it Ris k Of W e lls Fa rgo .
The notes are our obligations and are not, either directly or indirectly, an obligation of any third party. Any am ounts payable under the
notes are subject to our creditworthiness. As a result, our actual and perceived creditworthiness m ay affect the value of the notes and,
in the event we were to default on our obligations, you m ay not receive any am ounts owed to you under the term s of the notes.
H o ld e rs Of Th e N o te s H a ve Lim ite d Righ ts Of Acce le ra tio n .
Paym ent of principal on the notes m ay be accelerated only in the case of paym ent defaults that continue for a period of 30 days or
certain events of bankruptcy or insolvency, whether voluntary or involuntary. If you purchase the notes, you will have no right to
accelerate the paym ent of principal on the notes if we fail in the perform ance of any of our obligations under the notes, other than the
obligations to pay principal and interest on the notes. See "Description of Notes--Events of Default and Covenant Breaches" in the
accom panying prospectus supplem ent.

PRS-3
H o ld e rs Of Th e N o te s Co u ld Be At Gre a te r Ris k Fo r Be in g Stru ctu ra lly Su bo rd in a te d If W e Co n ve y, Tra n s fe r Or
Le a s e All Or Su bs ta n tia lly All Of Ou r As s e ts To On e Or Mo re Of Ou r Su bs id ia rie s .
Under the indenture, we m ay convey, transfer or lease all or substantially all of our assets to one or m ore of our subsidiaries. In that
event, third -party creditors of our subsidiaries would have additional assets from which to recover on their claim s while holders of the
notes would be structurally subordinated to creditors of our subsidiaries with respect to such assets. See "Description of Notes--
Consolidation, Merger or Sale" in the accom panying prospectus supplem ent.
Th e Age n t D is co u n t, Offe rin g Exp e n s e s An d Ce rta in H e d gin g Co s ts Are Like ly To Ad ve rs e ly Affe ct Th e Price At
W h ich Yo u Ca n Se ll Yo u r N o te s .
Assum ing no changes in m arket conditions or any other relevant factors, the price, if any, at which you m ay be able to sell the notes
will likely be lower than the original offering price. The original offering price includes, and any price quoted to you is likely to exclude,
the agent discount paid in connection with the initial distribution, offering expenses and the projected profit that our hedge
counterparty (which m ay be one of our affiliates) expects to realize in consideration for assum ing the risks inherent in hedging our
obligations under the notes. In addition, any such price is also likely to reflect dealer discounts, m ark-ups and other transaction costs,
such as a discount to account for costs associated with establishing or unwinding any related hedge transaction. The price at which the
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DEFINITIVE PRICING SUPPLEMENT No. 8
agent or any other potential buyer m ay be willing to buy your notes will also be affected by the m axim um interest rate provided by the
notes and by the m arket and other conditions discussed in the next risk factor.
Th e Va lu e Of Th e N o te s Prio r To Sta te d Ma tu rity W ill Be Affe cte d By N u m e ro u s Fa cto rs , So m e Of W h ich Are Re la te d
In Co m p le x W a ys .
The value of the notes prior to stated m aturity will be affected by interest rates at that tim e and a num ber of other factors, som e of
which are interrelated in com plex ways. The effect of any one factor m ay be offset or m agnified by the effect of another factor. The
following factors, am ong others, are expected to affect the value of the notes. When we refer to the "value" of your note, we m ean the
value that you could receive for your note if you are able to sell it in the open m arket before the stated m aturity date.

· 3 Mo n th LIBOR. The value of the notes prior to m aturity will be influenced by the level of 3 m onth LIBOR forward rates at

that tim e.

· In te re s t Ra te s . The value of the notes m ay be affected by changes in the interest rates and in the yield curve in the U.S.

m arkets.

· Tim e Re m a in in g To Ma tu rity. The value of the notes at any given tim e prior to m aturity will likely be different from that
which would be expected based on the then -current level of 3 m onth LIBOR. This difference will m ost likely reflect a discount

due to expectations and uncertainty concerning the level of 3 m onth LIBOR during the period of tim e still rem aining to the
m aturity date. In general, as the tim e rem aining to m aturity decreases, the value of the notes will approach the am ount payable
at m aturity.

· Vo la tility o f 3 Mo n th LIBOR. Volatility is the term used to describe the size and frequency of fluctuations in the level of the

3 m onth LIBOR. The value of the notes m ay be affected if the volatility of 3 m onth LIBOR changes.

· Ou r Cre d itw o rth in e s s . Actual or anticipated changes in our creditworthiness m ay affect the value of the notes. However,
because the return on the notes is dependent upon factors in addition to our ability to pay our obligations under the notes,

such as the level of 3 m onth LIBOR, an im provem ent in our creditworthiness will not reduce the other investm ent risks related
to the notes.
Th e N o te s W ill N o t Be Lis te d On An y Se cu ritie s Exch a n ge An d W e D o N o t Exp e ct A Tra d in g Ma rke t Fo r Th e N o te s
To D e ve lo p .
The notes will not be listed or displayed on any securities exchange or any autom ated quotation system . Although the agent and/ or its
affiliates m ay purchase the notes from holders, they are not obligated to do so and are not required to m ake a m arket for the notes.
There can be no assurance that a secondary m arket will develop. Because we do not expect that any m arket m akers will participate in a
secondary m arket for the notes, the price at which you m ay be able to sell your notes is likely to depend on the price, if any, at which
the agent is willing to buy your notes.

PRS-4
If a secondary m arket does exist, it m ay be lim ited. Accordingly, there m ay be a lim ited num ber of buyers if you decide to sell your
notes prior to stated m aturity. This m ay affect the price you receive upon such sale. Consequently, you should be willing to hold the
notes to stated m aturity.
Ou r Eco n o m ic In te re s ts An d Th o s e Of An y D e a le r Pa rticip a tin g In Th e Offe rin g Are Po te n tia lly Ad ve rs e To Yo u r
In te re s ts .
You should be aware of the following ways in which our econom ic interests and those of any dealer participating in the distribution of
the notes, which we refer to as a "participating dealer ," are potentially adverse to your interests as an investor in the notes. In engaging
in certain of the activities described below, our affiliates or any participating dealer or its affiliates m ay take actions that m ay adversely
affect the value of and your return on the notes, and in so doing they will have no obligation to consider your interests as an investor in
the notes. Our affiliates or any participating dealer or its affiliates m ay realize a profit from these activities even if investors do not
receive a favorable investm ent return on the notes.

· Th e ca lcu la t io n a g e n t is o u r a ffilia t e a n d , a s a r e s u lt , p o t e n t ia l co n flict s o f in t e r e s t co u ld a r is e . Wells Fargo
Securities, LLC, which is our affiliate, will be the calculation agent for the notes. Although the calculation agent will exercise its

judgm ent in good faith when perform ing its functions, potential conflicts of interest m ay exist between the calculation agent
and you.

· A p a r t icip a t in g d e a le r o r it s a ffilia t e s m a y r e a liz e h e d g in g p r o fit s p r o je ct e d b y it s p r o p r ie t a r y p r icin g
m o d e ls in a d d it io n t o a n y s e llin g c o n c e s s io n , c r e a t in g a fu r t h e r in c e n t iv e fo r t h e p a r t ic ip a t in g d e a le r t o s e ll
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DEFINITIVE PRICING SUPPLEMENT No. 8
t h e n o t e s t o y o u . If any participating dealer or any of its affiliates conducts hedging activities for us in connection with the

notes, that participating dealer or its affiliates will expect to realize a projected profit from such hedging activities and this
projected profit will be in addition to any concession that the participating dealer realizes for the sale of the notes to you. This
additional projected profit m ay create a further incentive for the participating dealer to sell the notes to you.
Th e Re s o lu tio n Of W e lls Fa rgo U n d e r Th e Ord e rly Liqu id a tio n Au th o rity Co u ld Re s u lt In Gre a te r Lo s s e s Fo r H o ld e rs
Of Th e N o te s , Pa rticu la rly If A Sin gle -Po in t -Of-En try Stra te gy Is U s e d .
Your ability to recover the full am ount that would otherwise be payable on the notes in a proceeding under the U.S. Bankruptcy Code
m ay be im paired by the exercise by the Federal Deposit Insurance Corporation (the "FDIC") of its powers under the "orderly
liquidation authority" under Title II of the Dodd -Frank Wall Street Reform and Consum er Protection Act (the "Dodd -Frank Act "). In
particular, the single point of entry strategy described below is intended to im pose losses at the top-tier holding com pany level in the
resolution of a Global System ically Im portant Bank ("G-SIB") such as Wells Fargo.
Title II of the Dodd -Frank Act created a new resolution regim e known as the "orderly liquidation authority" to which financial
com panies, including bank holding com panies such as Wells Fargo, can be subjected. Under the orderly liquidation authority, the
FDIC m ay be appointed as receiver for a financial com pany for purposes of liquidating the entity if, upon the recom m endation of
applicable regulators, the United States Secretary of the Treasury determ ines, am ong other things, that the entity is in severe financial
distress, that the entity's failure would have serious adverse effects on the U.S. financial system and that resolution under the orderly
liquidation authority would avoid or m itigate those effects. Absent such determ inations, Wells Fargo, as a bank holding com pany,
would rem ain subject to the U.S. Bankruptcy Code.
If the FDIC is appointed as receiver under the orderly liquidation authority, then the orderly liquidation authority, rather than the U.S.
Bankruptcy Code, would determ ine the powers of the receiver and the rights and obligations of creditors and other parties who have
transacted with Wells Fargo. There are substantial differences between the rights available to creditors in the orderly liquidation
authority and under the U.S. Bankruptcy Code, including the right of the FDIC under the orderly liquidation authority to disregard the
strict priority of creditor claim s in som e circum stances (which would otherwise be respected by a bankruptcy court) and the use of an
adm inistrative claim s procedure to determ ine creditors' claim s (as opposed to the judicial procedure utilized in bankruptcy
proceedings). In certain circum stances under the orderly liquidation authority, the FDIC could elevate the priority of claim s if it
determ ines that doing so is necessary to facilitate a sm ooth and orderly liquidation without the need to obtain the consent of other
creditors or prior court review. In addition, under the orderly liquidation authority, the FDIC has the right to transfer assets or
liabilities of the failed com pany to a third party or "bridge" entity.

PRS-5
The FDIC has announced that a "single point of entry" strategy m ay be a desirable strategy to resolve a large financial institution such
as Wells Fargo in a m anner that would, am ong other things, im pose losses on shareholders, unsecured debt holders (including, in our
case, holders of the notes) and other creditors of the top-tier holding com pany (in our case, Wells Fargo), while perm itting the holding
com pany's subsidiaries to continue to operate. In addition, in Decem ber 20 16, the Board of Governors of the Federal Reserve System
(the "FRB") finalized rules requiring U.S. G-SIBs, including Wells Fargo, to m aintain m inim um am ounts of long-term debt and total
loss-absorbing capacity (TLAC). It is possible that the application of the single point of entry strategy--in which Wells Fargo would be
the only legal entity to enter resolution proceedings--could result in greater losses to holders of the notes than the losses that would
result from the application of a bankruptcy proceeding or a different resolution strategy for Wells Fargo. Assum ing Wells Fargo entered
resolution proceedings and that support from Wells Fargo to its subsidiaries was sufficient to enable the subsidiaries to rem ain solvent,
losses at the subsidiary level could be transferred to Wells Fargo and ultim ately borne by Wells Fargo's security holders (including
holders of the notes and our other unsecured debt securities), with the result that third -party creditors of Wells Fargo's subsidiaries
would receive full recoveries on their claim s, while Wells Fargo's security holders (including holders of the notes) and other unsecured
creditors could face significant losses. In that case, Wells Fargo's security holders could face significant losses while the third -party
creditors of Wells Fargo's subsidiaries would incur no losses because the subsidiaries would continue to operate and would not enter
resolution or bankruptcy proceedings. In addition, holders of the notes and other debt securities of Wells Fargo could face losses ahead
of our other sim ilarly situated creditors in a resolution under the orderly liquidation authority if the FDIC exercised its right, described
above, to disregard the strict priority of creditor claim s.
The orderly liquidation authority also requires that creditors and shareholders of the financial com pany in receivership m ust bear all
losses before taxpayers are exposed to any losses, and am ounts owed by the financial com pany or the receivership to the U.S.
governm ent would generally receive a statutory paym ent priority over the claim s of private creditors, including senior creditors such as
claim s in respect of the notes. In addition, under the orderly liquidation authority, claim s of creditors (including holders of the notes)
could be satisfied through the issuance of equity or other securities in a bridge entity to which Wells Fargo's assets are transferred. If
securities were to be delivered in satisfaction of claim s, there can be no assurance that the value of the securities of the bridge entity
would be sufficient to repay all or any part of the creditor claim s for which the securities were exchanged.
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DEFINITIVE PRICING SUPPLEMENT No. 8
While the FDIC has issued regulations to im plem ent the orderly liquidation authority, not all aspects of how the FDIC m ight exercise
this authority are known and additional rulem aking is possible.
Th e Re s o lu tio n Of W e lls Fa rgo In A Ba n kru p tcy Pro ce e d in g Co u ld Als o Re s u lt In Gre a te r Lo s s e s Fo r H o ld e rs Of Ou r
D e bt Se cu ritie s , In clu d in g Th e N o te s .
As required by the Dodd -Frank Act and regulations issued by the FRB and the FDIC, we are required to provide to the FRB and the
FDIC a plan for our rapid and orderly resolution in the event of m aterial financial distress affecting Wells Fargo or the failure of Wells
Fargo. The strategy described in our m ost recently filed resolution plan is a "m ultiple point of entry" strategy, in which Wells Fargo,
Wells Fargo Bank, National Association ("WFBNA") and Wells Fargo Securities, LLC ("WFS") would each undergo separate resolution
proceedings under the U.S. Bankruptcy Code, the Federal Deposit Insurance Act, and the Securities Investor Protection Act,
respectively. To further the orderly resolution of its businesses and those of its subsidiaries, Wells Fargo m ay provide capital and
liquidity resources to certain of its m ajor subsidiaries (such as WFBNA and WFS) during any period of distress, including through the
forgiveness of intercom pany indebtedness, the m aking of additional intercom pany loans and by other m eans. These subsidiaries m ay
enter into separate resolution proceedings even after receiving capital and liquidity resources from Wells Fargo. It is possible that
creditors of som e or all of Wells Fargo's m ajor subsidiaries would receive significant, or even full, recoveries on their claim s while
holders of Wells Fargo's debt securities (including holders of the notes) could face significant or com plete losses. It is also possible that
holders of Wells Fargo's debt securities (including holders of the notes) could face greater losses than if the m ultiple point of entry
strategy had not been im plem ented and Wells Fargo had not provided capital and liquidity resources to m ajor subsidiaries that enter
separate resolution proceedings because assets and other resources provided to those subsidiaries would not be available to pay Wells
Fargo's creditors (including holders of the notes and Wells Fargo's other debt securities).
For our next resolution plan subm ission, we have m ade a decision to m ove to a single point of entry strategy, in which Wells Fargo
would be resolved under the U.S. Bankruptcy Code using a strategy in which only Wells Fargo itself enters proceedings while som e or
all of its operating subsidiaries are m aintained as going concerns. In this

PRS-6
case, the effects on creditors of Wells Fargo would likely be sim ilar to those arising under the orderly liquidation authority, as
described above. We are not obligated to m aintain either a single point of entry or m ultiple point of entry strategy, and the strategies
reflected in our resolution plan subm issions are not binding in the event of an actual resolution of Wells Fargo, whether conducted
under the U.S. Bankruptcy Code or by the FDIC under the orderly liquidation authority. To carry out such a single point of entry
strategy, Wells Fargo m ay seek to recapitalize its subsidiaries or provide them with liquidity in order to preserve them as going
concerns prior to the com m encem ent of Wells Fargo's bankruptcy proceeding. Moreover, Wells Fargo could seek to elevate the priority
of its guarantee obligations relating to its m ajor subsidiaries' derivatives contracts over its other obligations, so that cross-default and
early term ination rights under derivatives contracts at its subsidiaries would be stayed under the ISDA Resolution Stay Protocol. This
elevation would result in holders of our debt securities (including the notes) incurring losses ahead of the beneficiaries of those
guarantee obligations. It is also possible that holders of our debt securities (including the notes) could incur losses ahead of other
sim ilarly situated creditors.
In response to the regulators' guidance and to facilitate the orderly resolution of Wells Fargo using either a single point of entry or
m ultiple point of entry resolution strategy, on J une 28 , 20 17, Wells Fargo entered into a Support Agreem ent with WFC Holdings, LLC,
an interm ediate holding com pany and subsidiary of Wells Fargo (the "IHC"), and WFBNA, WFS, and Wells Fargo Clearing Services,
LLC ("WFCS"), each an indirect subsidiary of Wells Fargo (the "Support Agreem ent "). Pursuant to the Support Agreem ent, Wells
Fargo transferred a significant am ount of its assets, including the m ajority of its cash, deposits, liquid securities and intercom pany
loans (but excluding its equity interests in its subsidiaries and certain other assets), to the IHC and will continue to transfer those types
of assets to the IHC from tim e to tim e. In the event of Wells Fargo's m aterial financial distress or failure, the IHC will be obligated to
use the transferred assets to provide capital and/ or liquidity to WFBNA pursuant to the Support Agreem ent and to WFS and WFCS
through repurchase facilities entered into in connection with the Support Agreem ent. Under the Support Agreem ent, the IHC will also
provide funding and liquidity to Wells Fargo through subordinated notes and a com m itted line of credit, which, together with the
issuance of dividends, is expected to provide Wells Fargo, during business as usual operating conditions, with the sam e access to cash
necessary to service its debts, pay dividends, repurchase its shares and perform its other obligations as it would have if it had not
entered into these arrangem ents and transferred any assets. If certain liquidity and/ or capital m etrics fall below defined triggers, the
subordinated notes would be forgiven and the com m itted line of credit would term inate, which could m aterially and adversely im pact
Wells Fargo's liquidity and its ability to satisfy its debts and other obligations, and could result in the com m encem ent of bankruptcy
proceedings by Wells Fargo at an earlier tim e than m ight have otherwise occurred if the Support Agreem ent were not im plem ented.
Wells Fargo's and the IHC's respective obligations under the Support Agreem ent are secured pursuant to a related security agreem ent.
If either resolution strategy proved to be unsuccessful, holders of our debt securities (including the notes) m ay as a consequence be in a
worse position than if the strategy had not been im plem ented. In all cases, any paym ents to holders of our debt securities are
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DEFINITIVE PRICING SUPPLEMENT No. 8
dependent on our ability to m ake such paym ents and are therefore subject to our credit risk.

PRS-7
H ISTORICAL IN FORMATION
The following graph sets forth 3 m onth LIBOR for each day in the period from J anuary 1, 20 0 8 to April 20 , 20 18 . On April 20 , 20 18 , 3
m onth LIBOR was 2.35923%. The historical 3 m onth LIBOR set forth below should not be taken as an indication of 3 m onth LIBOR in
the future.

PRS-8
U N ITED STATES FED ERAL TAX CON SID ERATION S
The following is a discussion of the m aterial U.S. federal incom e and certain estate tax consequences of the ownership and disposition
of the notes. It applies to you only if you purchase a note for cash in the initial offering at the "issue price," which is the first price at
which a substantial am ount of the notes is sold to the public, and hold the note as a capital asset within the m eaning of Section 1221 of
the Internal Revenue Code of 198 6, as am ended (the "Code "). It does not address all of the tax consequences that m ay be relevant to
you in light of your particular circum stances or if you are an investor subject to special rules, such as:

· a financial institution;

· a "regulated investm ent com pany";

· a "real estate investm ent trust";

· a tax-exem pt entity, including an "individual retirem ent account" or "Roth IRA";

· a dealer or trader subject to a m ark-to-m arket m ethod of tax accounting with respect to the notes;

· a person holding a note as part of a "straddle" or conversion transaction or who has entered into a "constructive sale" with

respect to a note;

· a U.S. holder (as defined below) whose functional currency is not the U.S. dollar; or

· an entity classified as a partnership for U.S. federal incom e tax purposes.
If an entity that is classified as a partnership for U.S. federal incom e tax purposes holds the notes, the U.S. federal incom e tax
treatm ent of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partnership
holding the notes or a partner in such a partnership, you should consult your tax adviser as to the particular U.S. federal tax
consequences of holding and disposing of the notes to you.
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DEFINITIVE PRICING SUPPLEMENT No. 8
This discussion is based on the Code, adm inistrative pronouncem ents, judicial decisions and final, tem porary and proposed Treasury
regulations, all as of the date hereof, changes to any of which subsequent to the date of this pricing supplem ent m ay affect the tax
consequences described herein, possibly with retroactive effect. This discussion does not address the effects of any applicable state,
local or non -U.S. tax laws, any alternative m inim um tax consequences, the potential application of the Medicare tax on net investm ent
incom e or the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code. You should consult
your tax adviser concerning the application of the U.S. federal incom e and estate tax laws to your particular situation, as well as any
tax consequences arising under the laws of any state, local or non -U.S. jurisdiction.
Ta x Tre a tm e n t o f th e N o te s
In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes will be treated as "variable rate debt instrum ents" for U.S. federal
incom e tax purposes.
Ta x Co n s e qu e n ce s to U .S. H o ld e rs
This section applies only to U.S. holders. You are a "U.S. holder " if you are a beneficial owner of a note that is, for U.S. federal incom e
tax purposes:

· a citizen or individual resident of the United States;

· a corporation created or organized in or under the laws of the United States, any state therein or the District of Colum bia; or

· an estate or trust the incom e of which is subject to U.S. federal incom e taxation regardless of its source.

PRS-9
In terest. Pursuan t to rules govern in g the tax treatm en t of variable rate debt in strum en ts, in terest will be taxable to you as ordin ary
interest incom e at the tim e it is accrued or received, in accordance with your m ethod of tax accounting.
Sale, Exchan ge or R etirem en t of the N otes. Upon a sale, exchan ge or retirem en t of the n otes, you gen erally will recogn ize capital gain
or loss equal to the difference between the am ount realized on the sale, exchange or retirem ent (other than am ounts attributable to
accrued interest, which will be taxed as described in the preceding section) and your tax basis in the notes that are sold, exchanged or
retired. Your tax basis in the notes generally will equal the am ount you paid to acquire them . This gain or loss generally will be long-
term capital gain or loss if, at the tim e of the sale, exchange or retirem ent, you held the notes for m ore than one year, and short -term
capital gain or loss otherwise. Long-term capital gains recognized by non -corporate U.S. holders are generally subject to taxation at
reduced rates. The deductibility of capital losses is subject to certain lim itations.
Ta x Co n s e qu e n ce s to N o n -U .S. H o ld e rs
This section applies only to non -U.S. holders. You are a "non -U.S. holder " if you are a beneficial owner of a note that is, for U.S.
federal incom e tax purposes:

· an individual who is classified as a nonresident alien;

· a foreign corporation; or

· a foreign estate or trust.
You are not a non -U.S. holder for purposes of this discussion if you are (i) an individual who is present in the United States for 18 3
days or m ore in the taxable year of disposition, (ii) a form er citizen or resident of the United States or (iii) a person for whom incom e
or gain in respect of the notes is effectively connected with the conduct of a trade or business in the United States. If you are or m ay
becom e such a person during the period in which you hold a note, you should consult your tax adviser regarding the U.S. federal tax
consequences of an investm ent in the notes.
Subject to the discussion below concerning FATCA, you generally will not be subject to U.S. federal incom e or withholding tax in
respect of the notes, provided that:

· you do not own, directly or by attribution, ten percent or m ore of the total com bined voting power of all classes of our stock

entitled to vote;

· you are not a controlled foreign corporation related, directly or indirectly, to us through stock ownership;

· you are not a bank receiving interest under Section 8 8 1(c)(3)(A) of the Code; and

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DEFINITIVE PRICING SUPPLEMENT No. 8
· you provide to the applicable withholding agent an appropriate IRS Form W-8 on which you certify under penalties of perjury

that you are not a U.S. person.
U .S. Fe d e ra l Es ta te Ta x
Individual non -U.S. holders and entities the property of which is potentially includible in such an individual's gross estate for U.S.
federal estate tax purposes (for exam ple, a trust funded by such an individual and with respect to which the individual has retained
certain interests or powers) should consider the U.S. federal estate tax im plications of an investm ent in the notes. Absent an applicable
treaty benefit, a note will be treated as U.S.-situs property subject to U.S. federal estate tax if paym ents on the note if received by the
decedent at the tim e of death would have been subject to U.S. federal withholding tax as described above (even if the Form W-8
certification requirem ent described above were satisfied and not taking into account an elim ination of such U.S. federal withholding
tax due to the application of an incom e tax treaty). You should consult your tax adviser regarding the U.S. federal estate tax
consequences of an investm ent in the notes in your particular situation and the availability of benefits provided by an applicable estate
tax treaty, if any.
Ba cku p W ith h o ld in g a n d In fo rm a tio n Re p o rtin g
Inform ation returns generally will be filed with the Internal Revenue Service (the "IRS") with respect to paym ents of interest on the
notes and m ay be filed with the IRS in connection with the paym ent of proceeds from a sale,

PRS-10
exchange or other disposition of the notes. If you fail to provide certain identifying inform ation (such as an accurate taxpayer
identification num ber if you are a U.S. holder) or m eet certain other conditions, you m ay also be subject to backup withholding at the
rate specified in the Code. If you are a non -U.S. holder that provides an appropriate IRS Form W-8 , you will generally establish an
exem ption from backup withholding. Am ounts withheld under the backup withholding rules are not additional taxes and m ay be
refunded or credited against your U.S. federal incom e tax liability, provided the relevant inform ation is tim ely furnished to the IRS.
FATCA Le gis la tio n
Legislation com m only referred to as "FATCA" generally im poses a withholding tax of 30 % on paym ents to certain non -U.S. entities
(including financial interm ediaries) with respect to certain financial instrum ents, unless various U.S. inform ation reporting and due
diligence requirem ents have been satisfied. An intergovernm ental agreem ent between the United States and the non -U.S. entity's
jurisdiction m ay m odify these requirem ents. Withholding under these rules (if applicable) applies to paym ents of am ounts treated as
interest on the notes and, after 20 18 , to paym ents of gross proceeds of the disposition (including upon retirem ent) of the notes. If
withholding applies to the notes, we will not be required to pay any additional am ounts with respect to am ounts withheld. Both U.S.
and non -U.S. holders should consult their tax advisers regarding the potential application of FATCA to the notes.
Th e p re ce d in g d is cu s s io n co n s titu te s th e fu ll o p in io n o f D a vis Po lk & W a rd w e ll LLP re ga rd in g th e m a te ria l U .S.
fe d e ra l ta x co n s e qu e n ce s o f o w n in g a n d d is p o s in g o f th e n o te s .

PRS-11
SU PPLEMEN TAL PLAN OF D ISTRIBU TION
Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Com pany, is the agent for the distribution of the notes. The
agent m ay resell the notes to other securities dealers at the original offering price of the notes less a concession not in excess of $ 4.0 0
per note. Such securities dealers m ay include Wells Fargo Advisors (the trade nam e of the retail brokerage business of our affiliates,
Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC).
The agent or another affiliate of ours expects to realize hedging profits projected by its proprietary pricing m odels to the extent it
assum es the risks inherent in hedging our obligations under the notes. If any dealer participating in the distribution of the notes or any
of its affiliates conducts hedging activities for us in connection with the notes, that dealer or its affiliate will expect to realize a profit
projected by its proprietary pricing m odels from such hedging activities. Any such projected profit will be in addition to any discount or
concession received in connection with the sale of the notes to you.

PRS-12
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Document Outline

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